Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on January 4, 2023,
the Board of Directors (the “Board of Directors”) of Nabriva Therapeutics plc (the “Company”), after an
assessment of the Company’s strategic options, approved a plan to preserve the Company’s cash to adequately fund an
orderly wind down of the Company’s operations (the “Cash Preservation Plan”). As part of the Cash Preservation
Plan, each of Theodore Schroeder, the Company’s Chief Executive Officer, and Steven Gelone, the Company’s President and
Chief Operating Officer, entered into a Separation and Release of Claims Agreement with Nabriva Therapeutics US, Inc., a
wholly-owned subsidiary of the Company, providing for their separation from employment with the Company effective January 15, 2023
(the “Separation Date”). Mr. Schroeder and Dr. Gelone will continue to serve on the Board of Directors following the
Separation Date.
Separation Agreement with Theodore Schroeder
Pursuant to the separation agreement with Mr. Schroeder (the “Schroeder
Separation Agreement”) and subject to Mr. Schroeder’s nonrevocation of a release of claims in favor of the Company, Mr. Schroeder
will be entitled to the following severance benefits: (1) continued payment of his base salary, in accordance with the Company’s
regular payroll procedures, for a period of 18 months following the Separation Date, (2) provided he is eligible for and timely elects
to continue receiving group medical insurance under COBRA and the payments would not result in the violation of nondiscrimination requirements
of applicable law, payment by the Company of the portion of health coverage premiums the Company pays for similarly-situated, active employees
who receive the same type of coverage, for a period of up to 18 months following the Separation Date, (3) a lump sum payment equal to
100% of his target bonus for 2023 and (4) accelerated vesting of his then-unvested equity awards that are subject to time-based
vesting. Pursuant to the Schroeder Separation Agreement, Mr. Schroeder also executed a release of claims in favor of the Company, reaffirmed
his continuing confidentiality obligations with respect to the Company and reaffirmed his obligations under his proprietary rights, non-disclosure
and developments agreement with the Company.
Separation Agreement with Steven Gelone
Pursuant to the separation agreement with Dr. Gelone (the “Gelone
Separation Agreement”) and subject to Dr. Gelone’s nonrevocation of a release of claims in favor of the Company, Dr. Gelone
will be entitled to the following severance benefits: (1) continued payment of his base salary, in accordance with the Company’s
regular payroll procedures, for a period of 15 months following the Separation Date, (2) provided he is eligible for and timely elects
to continue receiving group medical insurance under COBRA and the payments would not result in the violation of nondiscrimination requirements
of applicable law, payment by the Company of the portion of health coverage premiums the Company pays for similarly-situated, active employees
who receive the same type of coverage, for a period of up to 15 months following the Separation Date, (3) a lump sum payment equal to
100% of his target bonus for 2023 and (4) accelerated vesting of his then-unvested equity awards that are subject to time-based
vesting. Pursuant to the Gelone Separation Agreement, Dr. Gelone also executed a release of claims in favor of the Company, reaffirmed
his continuing confidentiality obligations with respect to the Company and reaffirmed his obligations under his proprietary rights, non-disclosure
and developments agreement with the Company.
Consulting Agreements with Theodore Schroeder and Steven Gelone
In connection with their separation from the Company,
respectively, each of Mr. Schroeder and Steven Gelone entered into a six-month consulting agreement (each a “Consulting
Agreement”) with the Company pursuant to which each agreed (1) to provide consulting services related to the wind-down of the
Company, (2) to continue to serve as members of the Board of Directors and (3) to provide such other services as are mutually agreed
with the Company (the “Services”). In consideration for the provision of the Services, Mr. Schroeder is entitled to a
consulting fee of $300 per hour and Dr. Gelone is entitled to a consulting fee of $250 per hour.
The foregoing description of certain terms of the Schroeder Separation
Agreement, the Gelone Separation Agreement, the Consulting Agreement with Mr. Schroeder and the Consulting Agreement with Dr. Gelone are
qualified in their entirety by reference to the complete text of such agreements, which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit
10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Appointment of J. Christopher Naftzger as Interim Chief Executive
Officer
On January 15, 2023, in connection with the separation of employment
of Mr. Schroeder, the Board of Directors appointed J. Christopher Naftzger as Interim Chief Executive Officer, effective immediately.
J. Christopher Naftzger, age 56, has served as the Company’s
general counsel and secretary since September 1, 2021. Previously, Mr. Naftzger served as General Counsel and Corporate Secretary of Krystal
Biotech, an emerging-stage, gene therapy company, from February 2020 to May 2021. Before joining Krystal, he was Vice President, Deputy
General Counsel and Assistant Secretary of Nabriva Therapeutics from January 2017 to January 2020. Prior to Nabriva, Mr. Naftzger served
as Vice President, General Counsel, Chief Compliance Officer, and Secretary of Unilife Medical Solutions, a developer and manufacturer
of innovative drug delivery systems. Mr. Naftzger also held senior in-house counsel positions with Chesapeake Corporation and Koch Industries,
and was a corporate partner with Blank Rome LLP in Washington, DC. Mr. Naftzger obtained his undergraduate degree from Hampden-Sydney
College and his law degree from the Willamette University College of Law.
Mr. Naftzger does not have a family relationship with any of the Company’s
officers or directors and has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
There have been no changes to Mr. Naftzger’s compensatory plans
or arrangements with the Company in connection with his appointment as Interim Chief Executive Officer.